fees and charges - malta stock exchange · it by the financial markets act (cap. 345 of the laws of...

Exchange Notice 1

Fees and Charges

January 2020

Exchange Notice 1 – Fees & Charges January 2020

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CONTENTS

Page No.

Section 1 – Members Fees

1.01 Membership Fees 4

1.02 Traders Fees 4

1.03 Member Trading Certificates Fees 5

1.04 Member Turnover Fees 5

1.05 Dedicated Cash Account (DCA) Service Fee 5

Section 2 – Transaction Charges 6

Section 3 – Listing Fees

3.01 Regulated Main Market 7

3.02 Institutional Financial Securities Market (IFSM) 8

Section 4 – Prospects MTF Fees

4.01 Admission Fees – Prospects MTF 10

4.02 Corporate Advisors – Prospects MTF 12

Section 5 – Legal Entity Identifiers (LEIs) Fees 13

Section 6 – Dematerialisation Fees

6.01 Dematerialisation Fees for instruments not listed on the MSE 14

Section 7 – Central Securities Depository (CSD) Fees

7.01 MSE Account Opening Fees 15

7.02 Initial Register Fees 15

7.03 Annual Register Fees 16

7.04 Maintenance of Register Fees 17

7.05 Other CSD Charges 18

7.06 Registrar Fees 19

Section 8 – International Security Identification Numbers (ISINs) Fees 20

Section 9 – European Market Infrastructure Regulation (EMIR) Fees 21

Section 10 – Clearstream Transfers Charges 22

Section 11 – Custody Fees

11.01 Monthly Safekeeping Fees 23

11.02 Settlement Fees 24

11.03 Custody Administration Fees 25


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Exchange Notice 1 – Fees & Charges

The Board of Directors (“the Board”) of the Malta Stock Exchange plc (“the Exchange” or “the MSE”), in exercise of the powers conferred on it by the Financial Markets Act (Cap. 345 of the Laws of Malta) stipulates and publishes the Exchange’s applicable fees and charges in this Exchange Notice 1. Issuers and Members and other participants in any of the Exchange’s systems who fail to pay any of the fees and charges stipulated in this Exchange Notice shall be liable to any action/s the Board may deem fit and proper at the time of default. All invoices issued by the Exchange have a 60-day credit period. Any invoices which remain unsettled beyond this 60-day credit period are subject to a 6% interest p.a. The higher of this interest or a €50 late payment fee will be charged accordingly on a monthly basis. Interest/late payment fees are not applicable to invoices issued in relation to logos and website charges and interest/late payment fees.


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Section 1 – Members Fees

1.01 Membership Fees Members have the option to choose between two types of Membership Fees. Membership Fees - Option 1

• Upon admission, a Member shall pay:

- A non-refundable Membership Admission Fee of €10,000. - A non-refundable Membership Annual Fee of €930 pro-rata till 31 December.

• Annually in advance, a Member shall pay a non-refundable Membership Annual Fee of €930 for each calendar year.

The above fees are subject to 18% Vat. Membership Fees - Option 2

• Upon admission, a Member shall pay a non-refundable Membership Admission Fee of €2,200 pro-rata till 31 December.

• Annually in advance, a Member shall pay a non-refundable Membership Annual Fee of €2,200 for each calendar year.

The above fees are subject to 18% Vat.

1.02 Traders Fees

• Upon confirmation of acceptance as traders by the Exchange, a Member shall pay:

- A non-refundable Traders Admission Fee of €580 per trader (except for the first nominated trader of the Member, whose admission fee is free of charge). This fee covers provision of appropriate training by the Exchange on the Trading System.

- A non-refundable Traders Annual Fee of €230 pro-rata till 31 December.

• Annually in advance, a Member shall pay a non-refundable Traders Annual Fee of €230 per Trader for each calendar year.

• Both Admission and Annual fees shall not be transferable to any new trader/s replacing existing traders terminating their rights in this capacity.



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Section 1 – Member Charges (cont.)

1.03 Member Trading Certificates Fees

• A Member shall be provided with a free-of-charge certificate per trader up to a maximum of two traders.

• Additional certificates, provided at the request of Members, shall be charged at €200 per certificate per month.


1.04 Member Turnover Fees

On a monthly basis, each Member shall pay Turnover Fees (in EUR equivalent using the ECB spot rate prevailing as at end of relevant month) equivalent to 0.03% (inclusive of Vat) of its total monthly turnover in relation to all financial instruments (excluding Treasury Bills) being traded and reported on the Exchange.

Member Turnover Fees shall only be waived in relation to the following trades affected on the Off-Exchange reporting system:

a) Transfers from indirect holding account to underlying direct holding account/s in respect of

securities bought on the primary market or announced corporate actions.

b) Transfers that do not result in a change in the ultimate beneficial ownership, including transfers from an indirect holding account to another indirect holding account.

In order to be eligible for the above waivers, Members shall notify the Exchange in writing within 5 business days from the occurrence of qualifying transfers and/or action/s.

1.05 Dedicated Cash Account (DCA) Service Fee*

• A Member shall (upon request) pay a non-refundable annual DCA Service Fee of €500 pro-rata till 31 December for the use of the DCA.

• Annually in advance, a Member shall pay a non-refundable DCA Service Fee of €500 for each calendar year.

*To note that the DCA is used for settlement purposes. The above fees are subject to 18% Vat.


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Section 2 – Transaction Charges

• Transaction charges are charged per contract note and billed on a monthly basis.

The transaction charge of €4.50 covers: - €2.50 Trading fee - €2.00 Clearing & Settlement charge

• Transaction charges are not applicable to transactions related to Treasury Bills.

• The transaction charge applicable to Off-Exchange transactions is €2.50 per trade and these charges are billed on a quarterly basis.

The above fees are inclusive of 18% Vat.


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Section 3 – Listing Fees

3.01 Regulated Main Market

• Upon listing date, Issuers shall pay a non-refundable Annual Listing Fee.

• Annually in advance, Issuers shall pay a non-refundable Annual Listing Fee upon anniversary of the listing date.

Equities and Fixed Income Securities

Market Capitalisation of Equities or Nominal Value of Fixed Income Securities

Annual Fee

On the first €11,000,000 €450 per €1,000,000* (Minimum €2,250)

On the next €11,000,000 €650 per €1,000,000*

On the next €20,000,000 €1,000 per €2,000,000*

On the next €70,000,000 €2,500 per €7,000,000*

On the excess over €112,000,000 €5,500 per €11,000,000* (Up to an aggregate maximum fee of €116,000)

Collective Investment Schemes

The Scheme € 1,200

On the first five sub-funds/tranches** € 1,200 per sub-fund/tranche

On the 6th to the 10th sub-funds/tranches** € 1,000 per sub-fund/tranche

On the 11th to the 15th sub-funds/tranches** € 700 per sub-fund/tranche

From the 16th sub-fund/tranche** onwards € 500 per sub-fund/tranche

* Or parts thereof. ** Different classes of shares are not subject to listing fees. The above fees are subject to 18% VAT.


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Section 3 – Listing Fees (cont.)

3.01 Regulated Main Market (cont.) Relevant information:

a) Market capitalisation for equities:

- Upon listing, the market capitalisation for equities is calculated on the issue price. - Subsequently, it is calculated on the average market capitalisation of the previous quarter.

b) Treasury Bills are not subject to listing fees. c) The Annual Listing Fee incorporates the cost of ISIN allocated to the security. d) If the financial instruments being listed already have a primary listing in another recognised

jurisdiction, then, the Annual Listing Fee will be reduced by 50%. e) In the event where issuers of equities have an Employee Share Option Scheme in place and

equities are being issued subsequent to the exercise of the rights as outlined in such Scheme, then, no Annual Listing Fees will be charged at the time of admission to listing of such equities, provided that, the computation of the Annual Listing Fee related to these shares (calculated pro rata till anniversary date of listing) does not exceed the minimum Annual Listing Fee of €2,250 mentioned in the table above, at the prevailing time of the admission of listing of such equities.

f) The Annual Listing Fee shall also apply to any corporate action/s resulting in a change in share

capital. In this case, the Annual Listing Fee shall not be charged pro rata (till original listing date anniversary of security) and the maximum annual fee threshold of €116,000 shall not apply.

3.02 Institutional Financial Securities Market (IFSM)

• Upon application, Applicants shall pay a non-refundable Application Fee/s as per table below:

Application Fees*, as applicable, depending on the type of transaction:

1Base Prospectus or Registration Document €1,500

Standalone Prospectus €1,500

2Programme Update €1,500

2Series Prospectus €1,500 2Supplement with Issuance €1,000 2Supplement – Financial Update €500 2Final Terms / 1st Tranche €500

Second and Subsequent Tranches €250

*Fees are applicable for each ISIN or security.


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Section 3 – Listing Fees (cont.)

3.02 Institutional Financial Securities Market (IFSM) (cont.) 1 Base Prospectus or a Registration Document is required when securities are issued in the form of a continuous Issuance Programme or the Prospectus is being issued in the form of a Registration Document and a Securities Note (refer to Wholesale Securities Markets Listing Rule 2.1) 2 Applications for Supplements to the Prospectus and updates are required when a significant new factor / mistake / inaccuracy has occurred or is needed to the original Prospectus or Registration Document that has been approved, or when further issuances are made under an Issuance Programme.

• Upon listing date, Issuers shall pay a non-refundable Annual Listing Fee of €2,000.

• Annually in advance, Issuers shall pay a non-refundable Annual Listing Fee of €2,000 upon anniversary of the listing date.

The Annual Listing Fee incorporates the cost of ISIN allocated to the security. The above fees are subject to 18% Vat.


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Section 4 – Prospects MTF Fees

4.01 Application and Admission Fees – Prospects MTF Application Fees

• In line with Rule 2.01.01 of the Prospects MTF Rules, applicants for admission to Prospects MTF shall be subject to a Pre-Application Assessment. To this effect a Pre-Application assessment fee of €2,000 will be charged to prospective issuers immediately upon submission of all the necessary information by the Corporate Advisors, and on which the pre-assessment process can be carried out. This fee will be deducted from the Application fee mentioned below, only if the prospective transaction is eligible to Prospects MTF, otherwise the fee is non-refundable.

• Upon application, Applicants shall pay a non-refundable Application fee of €5,000. An additional non-refundable document handling fee of €3,000 shall apply where the proposed issue is secured by tangible assets, therefore total application fee in such cases shall be of €8,000.

• When the Exchange receives the first draft documentation by the Corporate Advisor in relation to an application, Prospects Office will carry out a high-level check of the documentation to verify whether the documentation submitted is in order and complete. If the documentation is not complete this will be sent back to the Corporate Advisor. If the revised draft documentation is still not in good order after three months from the first submission, the Corporate Advisor will be informed that the first application is considered to have expired and, in this respect, an additional non-refundable fee of €2,000 will be charged.

Admission Fees

• Upon admission, Issuers shall pay a non-refundable Annual Admission Fee.

• Annually in advance, Issuers shall pay a non-refundable Annual Admission Fee upon anniversary of the admission date.

Admission Fees – Prospects MTF

All types of Securities

Annual Admission Fee*

Market Capitalisation of Equities or Nominal Value of Fixed Income Securities

Up to or less than €3,500,000 €4,900

More than €3,500,000 and up to €5,000,000 €7,000

More than €5,000,000 and up to €8,000,000 €9,800

*These fees are applicable as from 1st January 2020


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Section 4 – Prospects MTF Fees (cont.)

4.01 Application and Admission Fees – Prospects MTF (cont.) Relevant information:

a) Market capitalisation for equities: - Upon admission, the market capitalisation for equities is calculated on the issue price. - Subsequently, it is calculated on the average market capitalisation of the previous

quarter.

b) Where specialised, skilled resources are required to support an admission to the Prospects MTF, the Exchange will discuss and agree with the Applicant how to secure these required accredited resources as well as set any potential, additional fees before the start of the admission process as the Exchange may deem fit and appropriate.

c) The Annual Admission Fee incorporates the cost of ISIN allocated to the security.



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Section 4 – Prospects MTF Fees (cont.)

4.02 Corporate Advisors – Prospects MTF

• Upon submission of the Application, a corporate advisor shall pay a non-refundable Application Fee of €2,000. The Application Fee covers 10 hours of due diligence, support on the Prospects MTF Rules and other advisory support. If the Exchange provides services additional to those mentioned above and/or in excess of the said 10 hours, then these will be charged at €100/hour.

• Upon approval of the Application, a corporate advisor shall pay a non-refundable pro-rata Initial Fee of €1,000 till 31 December.

• Annually in advance, a corporate advisor shall pay a non-refundable Annual Fee of €1,000 at the start of each calendar year, starting from the year following that when the Corporate Advisor has been so approved. The Annual Fee is payable irrespective of whether any mandates have been admitted by the Exchange as of that date. The Annual Fee covers solely the first mandate as presented by the Corporate Advisor and admitted by the Exchange.

• A corporate advisor shall be charged Annual Fees of €1,000 per annum for each additional mandate, over and above the first mandate.

• The Annual Fee for each additional mandate admitted will be invoiced in line with the Annual Fees procedure as explained above, that is, pro-rata from admission date till 31 December.



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Section 5 – Legal Entity Identifiers (LEIs) Fees

On application, an entity shall pay a non-refundable yearly maintenance fee of €120 prior to being provided with an LEI by the Exchange. The LEI Application Fee of €120 shall not apply in case of a porting of an LEI from another Local Operating Unit. On anniversary, a yearly maintenance fee of €80 is payable in advance. The above fees are subject to 18% Vat.


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Section 6 – Dematerialisation Fees

6.01 Dematerialisation Fees for instruments not listed on the Malta Stock Exchange

• Upon application, an Entity shall pay a non-refundable Initial Dematerialisation Fee of €4,750.

• Upon dematerialisation date and annually thereafter, an Entity shall pay an Annual Dematerialisation Fee of €4,750.

The Annual Dematerialisation fee shall be waived if notice of termination accompanied by the relevant Board Resolution is submitted to the Exchange’s CSD up to 20 working days after the anniversary date of dematerialisation.

• Every time a new investor profile assessment and due diligence process is to be performed, an Entity shall pay a non-refundable pre on-boarding Fee of €50 per natural person and €200 per legal entity.

• Every time there is an increase or a reduction in the amount of the financial instrument for which dematerialisation had been sought (i.e. upon issuance of a dematerialisation certificate relating to such increase or issuance of a termination of dematerialisation certificate relating to the reduction for existing and fully approved dematerialised securities), an Entity shall pay a fee of €500 per issued certificate.

The above fees are not subject to 18% Vat.


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Section 7 – Central Securities Depository (CSD) Fees

7.01 MSE Account Opening Fees

• The CSD does not charge fees for the opening of an account (MSE Account) at the CSD both for direct and indirect holding accounts.

• The CSD may open MSE Accounts directly in the name of an individual investor or legal entity. Such Direct Holding Accounts hold the security balances in the name of the investor on whose name the account has been registered as per details submitted to the CSD by an authorised representative or Member.

• The CSD may also open MSE Accounts in the name of entities (Nominees) licensed to hold securities as nominee of the underlying holder. An Indirect Holding Account is opened and administered by the Nominee in whose name the account has been registered and holdings in such accounts are held by the Nominee on behalf of the underlying investors.

• Members and Nominees must ensure that their clients understand the services being offered and that they are made aware of the different risks and costs associated with such services when choosing between a Direct and Indirect Holding Account. Members and Nominees need to provide an explanation as to how client holdings segregation is managed and how Member or Nominee default may affect their holdings or the settlement of any pending instructions.

7.02 Initial Register Fees

• Upon take-on of a register at the CSD, the Issuers are charged Initial Register Fees calculated as per table below.

• Where the CSD takes on a register previously held with another CSD, the Initial Register Fees shall be charged at 50% of the fees calculated as per table below, subject to a minimum fee of €2,500.

• In the case of a rollover, the Initial Register Fees shall be charged at 75% of the fees calculated as per table below, with respect to existing bondholders only.


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Section 7 – Central Securities Depository (CSD) Fees (cont.)

7.02 Initial Register Fees (cont.)

Quantity (No. of applications/holders)

Initial Take-on Fee (incl transfer from another

CSD) per holder €

Initial Take-on and Primary* Fee per

application €

Up to 2,000 6.00 7.00

2,001 - 5,000 5.00 6.00

5,001 and over 4.50 5.00

* This includes post-application related processing work carried out on behalf of the Registrar.


7.03 Annual Register Fees

• At each calendar year-end, the Issuer shall pay an Annual Register Fee one year in arrears, based on the number of existent holders at year-end.

• In the case of the first year of take-on, the Annual Register Fee shall be calculated pro-rata from the take-on date till 31 December of that year.

• In the case of a roll-over and/or redemption, the Annual Register Fee shall be calculated pro-rata from 1 January till roll-over and/or redemption date of that same year.

No. of Holders on Register

Annual Register Fees

Up to 1,000 @ € 4.50 per holder

1,001 – 10,000 @ € 4.00 per holder

10,001 and over @ € 3.00 per holder



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7.04 Maintenance of Register Fees

Maintenance of Register Fees

Bought movements @ € 2 per movement

Sold movements @ € 2 per movement

Release of Estates (Heirs) @ € 6.50 per transmission

Off-market Transfer (incl. Donations, Separations)

@ € 11.50 per transfer

REPO Agreements @ €11.50 per party to the Agreement



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7.05 Other CSD Charges

Other CSD Charges

Reports Fees

Donations/Separations €10 per movement

Causa Mortis – Administrative & vetting charge Value of Estate €

0–2,000 2,000–5,000

5,000–10,000 Over 10,000

Charge €

€35 €60 €80

€100

Pledge Agreements – Vetting Charge €15 - for pledges up to €15,000 €20 - for pledges exceeding €15,000

Statements of Holdings Daily statements Weekly statements Monthly statements Quarterly statements

Annual Fee €500 €100 €25 €10

Payment / Transaction History per account - Less than 10-year history - Over 10-year history

€10 per year or parts thereof €40 per additional year or part thereof

Swift Messages - Initial set up fee - Statement of holding/transaction fee

These are charged annually at end of year

€50 per MSE account €0.10 per message

Any other service requested by/offered to third parties

As per agreed terms between parties



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7.06 Registrar Fees

Registrar services may be provided by the Exchange upon request by issuers or potential issuers in relation to new issues. The provision of registrar services is at the sole discretion of the Exchange. Registrar fees are subject to negotiation with the prospective issuer depending on the services to be provided, subject to a minimum fee of €10,000. This fee does not include any other expenses which may be incurred in connection with the issue. The above fees are subject to 18% Vat.


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Section 8 – International Security Identification Numbers

(ISINs) Fees Upon application for an ISIN, an Entity shall pay an ISIN fee of €100 per issued ISIN. The Exchange shall not provide the Entity with an ISIN unless the fee has been duly paid.

This fee shall only be refundable, upon request by an Entity, for securities that will make use of the CSD’s dematerialisation services, Trading Venue service or Listing services. The above fees are subject to 18% Vat.


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Section 9 – European Market Infrastructure Regulation

(EMIR) Fees

• A non-refundable Annual Fee shall be charged in advance to any Reporting Counterparty as per table below:

EMIR Services Annual Fee €

Reporting Counterparty €1,200

Delegated reporting on behalf of other counterparties €120

• A reporting fee of €0.09 per new reported trade and a maintenance fee of €0.08 per open position as at end of month shall be charged to the Reporting Counterparty.

• If the total monthly charge does not exceed €100, then, these fees will be invoiced annually together with the Annual Fee.



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Section 10 – Clearstream Transfers Charges An administrative charge of €25 per instruction shall be applicable in line with Exchange Notice 719. These fees shall be charged on a monthly basis for any transfers executed during the previous month. Invoices shall be issued in EUR irrespective of the currency in which the transaction was executed.



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Section 11 – Custody Fees

11.01 Monthly Safekeeping Fees

The following Custody Fees will be charged to customers having entered into a Custody Agreement and having deposited securities under custody of the Exchange.

Basis for calculation Type of security Account deposit (€million)

Rate in basis

points*

from to

Average daily value of securities

under custody in the month x

number of calendar days/360

Debt securities 0 750 2.78

750 + 2.58

Equities 0 70 5.00

70 170 4.50

170+ 3.80

Funds 0 70 4.64

70 170 4.14

170+ 3.44

*One basis point – 0.01% The default minimum value of securities shall be €2.00 Minimum monthly safekeeping fee per account - €400


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Section 11 – Custody Fees (cont.)

11.02 Settlement Fees

Instructions settled within our current custodial relationship

Debt and Equity

Number of instructions per month Price

from To €

1 250 3.38

251 750 3.00

751 1500 2.33

1501 2500 1.80

Investment funds


from to €

1 75 6.00

76 150 4.50

151 750 3.00

751 1500 1.50

Instructions requiring a delivery external to the current custodial relationship

Debt


from to €

1 35 11.38

36 120 4.20

121 550 3.85

551 1100 3.00

1101 2500 2.65

2500+ 2.45

Equity


from to €

1 15 14.90

16 60 11.38

61 120 9.65

121 280 8.85

281 550 8.25

551 2500 7.70

2500+ 6.5

Minimum monthly settlement fee - €150


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11.03 Custody Administration Fees

Account opening and monthly maintenance fee 400

Custody events Per event / instruction

€

Compensations and cash payments (per instruction) 7

Redemption (all types – per event execution) 18

Stock dividend (per event execution) 18

Other mandatory event (per event execution) 53

Voluntary event (per instruction) 79

Sale or purchase of rights (per instruction)* 0.20%

External delivery of corporate action proceeds (per instruction) 200

* The charge is 0.2% of the cash amount of the transaction with a minimum charge of €46.40 and a maximum of €875

Withholding tax services Per request

Processing of tax certificates / tax reclaims * and corrections / tax relief processing event 70

Processing of allocations / elections ** 53

Issuance of tax voucher / corrections and tax reclaim on German growth funds 50

Pro-Act tax reclaim 120

French attestation 2777 per year and securities account 700

French credit advice per payment 350

Spanish attestation 70

Per month / per

account

Monthly tax administration for Japanese convertible bonds 132 * An additional fee of €875 will be charged each dividend or coupon payment in respect of tax reclaim forms received less than 2 months before the applicable market deadline.

** For US tax, allocations sent for exceptional Non-Qualified Intermediary (NQI) omnibus accounts will be charged a fee of €88 per beneficial owner per payment


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11.03 Custody Administration Fees (cont.)

Proxy Voting services

Number of monthly notifications Price per item

1 to 100 122.50

101 – 250 87.50

251 – 500 43.75

501 – 1000 17.50

1001+ 8.75

Type of event

Agenda 70

Ordering of entrance cards 70

Vote instructions 70

Fees in respect of Custodial services that are not outlined in this document will be established on a case-by-case basis upon application. The above fees are subject to 18% Vat.

fees and charges - malta stock exchange · it by the financial markets act (cap. 345 of the laws of...

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